A Ukrainian company relocating its Warsaw operations discovers – three months into occupancy – that its office lease contains an indexation clause tied to the euro, a landlord break option exercisable on 30 days' notice, and a service-charge cap that expired at year-end. Each clause, read in isolation, looks manageable. Together, they expose the tenant to rent increases of 15–20 percent and near-immediate eviction risk. The cost of correcting this before signing is a fraction of the cost of litigating it afterward.
Ukrainian businesses leasing office space in Poland are bound by the Kodeks cywilny (Civil Code, KC) and, where applicable, the ustawa o własności lokali (Act on Premises Ownership). Polish commercial leases carry no statutory rent-control protections for business tenants. Landlords may include currency-indexation clauses, unilateral break rights, and broad service-charge definitions – all of which are enforceable unless specifically negotiated out. A pre-signature review by a real estate lawyer in Warsaw typically takes five to seven business days and costs a fraction of one month's rent.
This alert identifies the three highest-risk clause categories for Ukrainian tenants, explains the thresholds that trigger immediate action, and sets out the steps to take before countersigning any lease document.
What makes Polish office leases unusually complex for Ukrainian tenants?
Polish commercial lease law gives landlords wide drafting freedom. Unlike residential tenancies, business leases are governed almost entirely by contract rather than by mandatory statutory protections. The National Court Register (KRS) records the landlord entity, but it does not validate lease terms. The Polish Financial Supervision Authority (KNF) plays no role in commercial property transactions. The Office of Competition and Consumer Protection (UOKiK) scrutinises unfair terms only in consumer contracts – not in business-to-business leases. Ukrainian tenants therefore enter a market where the contract itself is the only protection they have.
Three structural features of the Polish office market create specific exposure. First, most Warsaw Grade A leases are denominated in euros, with rent converted to Polish zloty at the National Bank of Poland (NBP) rate on the invoice date. When the zloty weakens, monthly costs rise automatically – with no cap unless the tenant negotiated one. Second, Polish law permits landlords to include unilateral break clauses exercisable on notice periods as short as one month. Third, service-charge definitions in Polish leases are frequently open-ended, allowing landlords to pass through costs that Ukrainian tenants would not expect to pay.
The combination of these three features means that a lease signed without review can increase in cost by 20–30 percent within 12 months, entirely within the contract's written terms. Ukrainian companies that have recently relocated – particularly those operating under temporary protection status – face additional pressure because their Polish legal entity may be newly registered, limiting their negotiating leverage. For a comparison of how Slovak tenants face similar issues, see our analysis of office lease review key points for Slovakia tenants.
Which clauses require immediate review before signing?
Three clause categories account for the majority of post-signature disputes involving Ukrainian office tenants in Poland. Each carries a specific financial threshold above which the risk becomes material. Identifying them before countersigning takes less time than resolving a single invoice dispute afterward.
The first category is indexation. Polish leases routinely index rent to the Harmonised Index of Consumer Prices (HICP) published by Eurostat, or to the Polish Central Statistical Office (GUS) consumer price index. An uncapped HICP clause applied annually to a EUR 15,000 monthly rent can add EUR 1,800 or more per year at recent inflation rates. Tenants should negotiate a cap of 3–5 percent per annum and a floor of zero – preventing rent reductions from being waived while limiting upside exposure.
The second category is the landlord's break right. Polish law does not prohibit unilateral landlord break clauses in commercial leases. A clause allowing the landlord to terminate on 30 days' notice – for example, to redevelop the building – can displace an entire office operation with minimal warning. Tenants should insist on a minimum 12-month notice period for any landlord break, and on relocation assistance of at least three months' rent if the break is exercised within the first three years.
The third category is service charges. Polish leases often define "operating costs" to include building management fees, insurance, property tax, and capital expenditure on common areas. Without a reconciliation mechanism and an annual cap, service charges can exceed 40 percent of base rent. Tenants should require an annual reconciliation statement, a right to audit within 60 days of receipt, and a cap on year-on-year increases. These three negotiating points – indexation cap, break-notice period, and service-charge audit right – are the minimum threshold for any lease above EUR 5,000 per month.
What immediate steps should Ukrainian tenants take?
The window for negotiation closes at countersignature. Once the lease is executed, Polish courts will enforce its written terms. Tenants who discover problematic clauses post-signature face a much narrower set of remedies – primarily renegotiation by agreement or, in extreme cases, claims based on unfair contract terms under general civil law principles, which are difficult to establish in business-to-business contexts.
The immediate action checklist for Ukrainian tenants is as follows:
- Obtain the full lease draft, including all annexes and the building rules document, at least 10 business days before the proposed signing date.
- Confirm the landlord entity in the National Court Register (KRS) and verify that the signatory holds a valid power of attorney.
- Identify all indexation clauses and calculate the maximum annual rent increase under a 5 percent HICP scenario.
- Check whether the lease contains a break right for either party and establish the notice period and financial consequences.
- Request the prior year's service-charge reconciliation statement to benchmark operating costs before committing.
Ukrainian groups deciding between a branch and a subsidiary as the contracting entity should review the structural implications before signing – the choice affects liability, tax treatment, and the ability to assign the lease. Our guide on branch vs subsidiary in Poland for Ukraine groups sets out the key differences. For those also considering property acquisition rather than leasing, our guide to buying property in Poland covers the full purchase process, including permit requirements for non-EU buyers.
A lease review engagement typically produces a redlined draft and a negotiation memo within five to seven business days. The cost is fixed and agreed in advance. Given that a three-year lease at EUR 10,000 per month represents a EUR 360,000 commitment, the review cost is rarely more than 0.5 percent of total exposure – and it is the only point at which the tenant holds full negotiating leverage.
Your company's specific lease terms create risks that compound over the lease term. Signing without review forfeits the only moment at which those risks can be addressed on equal terms.
If your Ukrainian company is reviewing a Polish office lease – particularly one above EUR 5,000 per month or with a term exceeding two years – we will conduct a full clause-by-clause review, identify the three highest-risk provisions, and deliver a negotiation memo with recommended redlines: info@kordeckipartners.com.
Frequently asked questions
Q: Does Polish law give business tenants any protection against rent increases?
A: Polish commercial lease law contains no statutory rent-control mechanism for business tenants. Rent increases are governed entirely by the contract. An uncapped indexation clause is fully enforceable. The only protection is a negotiated cap inserted before the lease is signed – typically 3–5 percent per annum referenced to the GUS or HICP index.
Q: How long does a lease review typically take, and what does it cost?
A: A standard office lease review – covering indexation, break rights, service charges, and assignment provisions – takes five to seven business days from receipt of the full lease package. Fees are fixed and agreed in advance. For leases above EUR 5,000 per month, the review cost is typically well below one month's rent.
Q: Can a Ukrainian company assign a Polish office lease to a related entity?
A: Assignment is governed by the lease contract, not by statute. Most Polish commercial leases require landlord consent to assignment, which the landlord may withhold on reasonable grounds. If the Ukrainian group plans to restructure its Polish operations – for example, converting a branch to a subsidiary – the lease assignment clause must be reviewed before the structural change is made. Failure to obtain consent can trigger a landlord termination right under the lease.
KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to commercial real estate, lease review, and cross-border transactions. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. Our Ukrainian Desk advises Ukrainian and CIS clients on office leasing, corporate structuring, and property acquisition in Poland. To discuss your situation, contact info@kordeckipartners.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.